LEGAL / TERMS

Terms & conditions.

Last updated: 25 May 2026

These terms govern your use of clarkeii.com and any services provided by [YOUR TRADING ENTITY] (ABN [YOUR ABN]), trading as Clarke Industrial Intelligence ("we", "us", "our"). By visiting the site, booking a call, or engaging us for work, you agree to these terms.

Specific project work is also governed by a separate written engagement (a quote, scope of work, statement of work, or similar). If anything in that engagement conflicts with these terms, the engagement wins for that project.

1. What we do

We design and build custom software, automations and AI tools for trade businesses and similar small-to-mid-sized businesses. We also offer ongoing maintenance and support under a monthly retainer. We are not employees, agents, partners or representatives of any client; we provide our services as an independent contractor.

2. Website use

You're free to read this site and use the booking tool. You may not scrape or copy substantial parts of the site, use it to send spam, attempt to compromise its security, or use it in any way that breaks the law.

We may change, suspend or remove parts of the site at any time without notice.

3. Quotes and scope

Quotes are based on the information you give us during the discovery call and any follow-up. A quote is valid for 30 days from the date we send it unless we say otherwise.

Real projects sometimes hit unexpected complexity. When that happens, we pause, explain what's changed, and re-scope with you in writing before continuing. You can choose to keep the original scope (and we'll find a way to deliver within it), cut something, or extend the scope at an agreed cost. We don't run silent overruns.

4. Payment terms

Unless the engagement says otherwise:

  • A deposit is payable up front before work begins. The remaining balance is split into milestone payments, the last of which falls due on delivery.
  • Invoices are payable within 7 days unless agreed otherwise in writing.
  • All prices are in Australian dollars and exclude GST unless stated. Where GST applies, we'll show it on the invoice.
  • Late payments may incur a reasonable interest charge and we may pause work on overdue accounts.

5. Retainer

Our retainer starts at $500 per month and covers hosting oversight, monitoring, bug fixes, minor changes, and a small allocation of time for "can we add this little thing" requests. The exact inclusions are written into your engagement.

Retainers are billed monthly in advance. Either side can cancel at the end of the current billing month with reasonable notice. Unused time does not roll over.

If your build runs significant automation volume or AI API usage, those third-party costs (e.g. Anthropic, OpenAI, hosting, SMS) are billed through at cost. We don't mark them up. We'll show you the bill and flag if usage looks higher than expected.

6. Intellectual property

On full payment of the project fee, you own the custom code we write for you and the documentation that goes with it. We grant you a perpetual, transferable licence to use, modify and distribute the deliverables for your business.

We keep ownership of any general-purpose tools, libraries, templates or know-how we used to build your project that aren't specific to your business. We grant you a non-exclusive licence to keep using those inside the deliverables.

Until the project is paid in full, the deliverables remain our property and you may not use them in production.

We may reference the work we did for you in case studies and marketing in high-level terms (industry, problem, outcome). We will not share confidential details or your customers' personal information without your written consent. If you'd rather we don't reference your business at all, just tell us.

7. Confidentiality

We treat anything you share with us about your business, customers, pricing, workflows or staff as confidential. We use it only for the purposes of delivering the work. We don't share it with anyone else without your permission, except where the law requires.

Confidentiality runs both ways. You agree not to disclose our pricing, our proposals, or non-public technical detail about how the work is built, except where you need to for your own internal business or where the law requires.

8. Warranties

We'll perform the services with reasonable skill and care. The deliverables will match the agreed scope. For 30 days after delivery, we'll fix at no extra cost anything that doesn't match the agreed scope (a "warranty period"). Issues caused by changes you or someone else makes after delivery, by third-party services outside our control, or by misuse, are not covered by the warranty.

To the extent permitted by law, we make no other warranties. We do not warrant that the software will be uninterrupted, error-free, or fit for any particular purpose beyond what's written in the engagement. Nothing in these terms is intended to exclude or limit consumer guarantees under the Australian Consumer Law that cannot be excluded.

9. Limitation of liability

To the extent permitted by law, our total liability to you for any claim arising from or relating to the services is limited to the fees you paid us for the engagement giving rise to the claim in the 12 months before the event that gave rise to the claim.

We are not liable for indirect, consequential, special or punitive losses, including loss of profit, revenue, business opportunity, goodwill, or data, even if we were told they were possible.

10. Use of AI

Where AI features are part of your build, we'll be specific about which third parties power them (e.g. Anthropic, OpenAI) and what data is sent to them. AI outputs can be wrong, biased or inconsistent; we'll design the system to keep humans in the loop for anything material and we'll tell you what to keep an eye on. You're responsible for reviewing AI-assisted output before it's used in customer-facing or compliance-related work.

11. Termination

Either side can end a project early in writing. If you end a project early, you pay for the work completed up to that point plus any non-cancellable third-party costs we've already committed to on your behalf. Retainers can be cancelled at the end of the current billing month.

We may pause or end an engagement if you fail to pay an invoice that's more than 14 days overdue, behave in a way that's unsafe, abusive or illegal, or breach these terms in a material way.

12. Governing law

These terms are governed by the laws of [YOUR STATE, e.g. Queensland], Australia. Both parties submit to the exclusive jurisdiction of the courts of [YOUR STATE, e.g. Queensland] for any dispute that can't be resolved by talking it through.

13. Changes to these terms

We may update these terms from time to time. The current version always lives at this URL with a "last updated" date. Changes apply to new engagements and to the use of the website from the date of the change. Existing engagements are governed by the terms in force when you signed the engagement, unless we agree otherwise in writing.

14. Contact

Questions about these terms? Email [email protected].